Rodney Adkins
AVNETAbout Rodney C. Adkins
Rodney C. Adkins (age 67) is Avnet’s independent Chairman of the Board since November 2018 and a director since 2015; he is President of 3RAM Group LLC and formerly a Senior Vice President at IBM (2007–2014). He brings deep operations, technology, risk management, and international business experience; he is currently a director at UPS and W.W. Grainger and previously served on Pitney Bowes, PPL, and PayPal boards. He is designated independent under Nasdaq and Avnet’s standards, and he leads Avnet’s Executive Committee as Chair and serves on the Corporate Governance Committee. During fiscal 2025 he attended at least 92% of Board and assigned committee meetings; all directors attended the 2024 Annual Meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Avnet, Inc. | Independent Chairman of the Board | Chair since Nov 2018; Director since 2015 | Executive Committee Chair; Corporate Governance Committee member; leads executive sessions for independent directors at quarterly meetings |
| 3RAM Group LLC | President | Current | Private investment, consulting, and property management; governance and strategy experience |
| IBM | Senior Vice President, Corporate Strategy | 2013–2014 | Strategy development; senior leadership |
| IBM | Senior Vice President, Systems & Technology Group | 2009–2013 | Technology operations; supply chain; international markets |
| IBM | Various development and management roles | 33-year career through 2014 | Global technology, operations expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United Parcel Service (UPS) | Director | Current | Public company board; logistics ecosystem exposure |
| W.W. Grainger, Inc. | Director | Current | Public company board; industrial distribution insights |
| Pitney Bowes, Inc. | Director | 2007–2013 | Prior public board service |
| PPL Corporation | Director | 2014–2019 | Prior public board service |
| PayPal Holdings, Inc. | Director | 2017–2025 | Prior public board service |
Board Governance
- Independent Board Chair with separated CEO/Chair roles; Adkins sets agendas with CEO/CLO and chairs executive sessions of independent directors at regularly scheduled Board meetings.
- Committees: Corporate Governance (member), Executive Committee (Chair); overall Board has Audit, Compensation & Leadership Development, Corporate Governance, Technology & Risk, and Executive Committees—all independent.
- Attendance and engagement: Board held four regular quarterly meetings in fiscal 2025; each director attended ≥92% of Board and assigned committee meetings; all directors attended the 2024 Annual Meeting (Nov 22, 2024).
- Independence: Board determined nine of ten nominees are independent, including Adkins.
- Governance process: Annual board/committee evaluations (digital tool + director interviews; outside consultant in even years).
| Governance Attribute | Detail | Citation |
|---|---|---|
| Independence | Independent director; Board Chair | |
| Committee Assignments | Corporate Governance member; Executive Committee Chair | |
| Executive Sessions | Independent directors meet in executive session each regular quarterly meeting | |
| Board Meetings FY25 | 4 regular quarterly meetings | |
| Attendance FY25 | ≥92% of Board and assigned committee meetings (all directors) | |
| Annual Meeting Attendance | All directors attended 2024 Annual Meeting |
Fixed Compensation
| Component (FY25) | Amount (USD) | Notes | Citation |
|---|---|---|---|
| Cash Retainer | $100,000 | Paid quarterly | |
| Independent Chair Retainer | $185,000 | Additional annual cash for Chair role | |
| Total Cash Earned (Adkins) | $285,000 | Sum of cash + chair retainer | |
| Equity Retainer | $180,000 | Delivered generally early January; eligible for deferral to phantom stock units (DSUs) | |
| Total Compensation (Adkins) | $465,000 | Cash + equity grant date fair value | |
| Deferred Compensation Plan | Available | Cash and equity deferral to phantom stock units; 10 annual installments, or lump sum post‑service or on change-in-control |
Performance Compensation
- Non-employee director compensation has no disclosed performance-based components; annual equity is time-based (or deferred units).
Company executive incentive metrics (context for board oversight of pay-for-performance):
| Metric (FY25) | Weight | Target | Payout Mechanics | Citation |
|---|---|---|---|---|
| Adjusted Operating Income Dollars (OI$) | 40% | $871.4M | Linear scaling; 80% threshold ($697.1M) to 200% max at 133% attainment ($1,162M) | |
| Return on Working Capital (ROWC) | 40% | 13.47% | Linear scaling; 80% threshold (10.78%) to 200% max at 17.96% | |
| Relative Market Share vs main competitor | 20% | +50 bps | 40% threshold (−270 bps) to 200% max at +300 bps | |
| FY25 Annual Incentive Payouts | — | — | 72% of target for CEO and other NEOs |
Other Directorships & Interlocks
| Company | Relationship to Avnet | Interlock/Conflict Disclosure |
|---|---|---|
| UPS; W.W. Grainger | External public boards | No related-person transactions disclosed; Audit Committee reviews ≥$120k related transactions; policy prohibits conflicts without pre-approval |
Expertise & Qualifications
- Operations, technology, risk management/resiliency, international business; governance and strategy development; senior leadership.
- Board benefits from his global technology industry experience in emerging technologies/services, supply chain management, and public board leadership.
Equity Ownership
| Holder | Total Beneficial Shares | Breakdown | Percent of Outstanding | Pledging/Hedging | Ownership Guidelines Compliance |
|---|---|---|---|---|---|
| Rodney C. Adkins | 41,773 | Includes 5,287 phantom stock units; no options exercisable within 60 days | *Less than 1% | Company prohibits hedging and pledging without approval; no exceptions approved in last fiscal year | Directors must hold ≥5x annual cash retainer within five years; each nominee is following guidelines |
Note: Company outstanding shares as of Sep 2, 2025 were 83,243,137; director beneficial ownership table includes phantom stock units that settle in common stock.
Governance Assessment
- Strengths: Independent Chair structure; high attendance; independent committees; compensation consultant independence (Meridian; no conflicts); robust anti-hedging/anti-pledging policy; clawback policy; no compensation committee interlocks; strong say-on-pay support (97.83% in 2024).
- Alignment: Director stock ownership guidelines (≥5x cash retainer) with current compliance; equity retainer supports alignment via time-based awards/phantom units.
- Board service limits: Guidelines allow an independent Chair (not full-time employed) to serve on up to three additional public boards; Adkins currently serves on two (UPS, Grainger), within policy.
- RED FLAGS: None disclosed for Adkins—no related-party transactions, no hedging/pledging exceptions, no option repricing, no tax gross-ups in change-of-control arrangements per governance disclosures.